THIS IS A LEGAL AGREEMENT BETWEEN YOU AND ILEADPAY . (HEREINAFTER REFFERED TO AS “ILEADPAY ”). BY ENROLLING IN ILEADPAY 'S PRGRAM ILEADPAY .COM, (HEREINAFTER REFFERED TO AS “ iLeadPay  ”) YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO ABIDE BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

1. Definitions.
This Agreement contains the complete terms and conditions that apply to you joining in the iLeadPay  program. The purpose of this Agreement is to allow linking between your web site and/or email lists and iLeadPay 's web site(s). As used in this Agreement, "we", "us", and "our" means iLeadPay  and iLeadPay  and "you", "your", “affiliate” and "yours" means the applicant. "Site" means a World Wide Web site and, depending on the context refers either to iLeadPay 's site or to the site that you will link to our site. "Click" means a method that takes the surfer, as determined by the IP address, from a legally linked banner, text link, email or other approved source to our site(s). "Sign Up" means a surfer that legally linked to our site from you and successfully subscribed (filled out correctly and accepted the terms and conditions of) to one of iLeadPay's programs.

2. Approval of Publisher.
Registration with iLeadPay shall not confer any right on you to market or promote any Programs made available by iLeadPay on the Site on behalf of its clients (the “Advertisers”). Participation by you in the iLeadPay  publisher lead generation program is subject to review and approval by iLeadPay . You need official approval from iLeadPay  before you can become an affiliate. Official approval requires meeting the criteria listed under section 3 below, however approval is not automatically granted upon fulfillment of said criteria. iLeadPay  reserves the right to withhold or refuse approval for any reason or for no reason. Once you have been accepted into the Program, your continued right to participate is conditioned upon your ongoing compliance with all of the terms and conditions of this Agreement. Your failure to observe the terms and conditions of this Agreement, iLeadPay 's privacy policy and iLeadPay 's Acceptable Use Policy will disqualify you from participating in the Program. You may re-qualify for program upon proof of compliance with terms and conditions of this Agreement, the privacy policy and acceptable use policy subject to approval by iLeadPay . You shall promptly notify iLeadPay in the event of a material change in your business practices or strategy. Your approval can be withdrawn by iLeadPay , at any time for any reason.

3. Minimum Eligibility Requirements .
In order to be eligible to become an affiliate, all websites, affiliated websites and e-mail distribution lists (collectively the “Media”) must meet the following criteria, at a minimum:
• If you wish to send advertisements via email you must have the consent of the consumer to send such email and you shall maintain records evidencing such consent including, without limitation:
(i) Member opt-in date
(ii) Registration source
(iii) First name
(iv) Last name
(v) Address
(vi) Email address
(vii) Any other information collected
(viii) The privacy policy attached to the source of information collected.
and will supply such records to iLeadPay  within one business day of request therefore ;
• Unless otherwise approved in writing by iLeadPay, you may not offer incentives to users as means to enhance the performance of any Program (as defined below); incentives include but are not limited to awarding them cash, points, prizes, contest entries, etc.;
• Your websites must be fully functional at all levels; no "under construction" sites or sections;
• Your policies must be compliant with state and federal laws and regulations including but not limited to the CAN-SPAM Act of 2003
• Spawning process pop-ups are prohibited; and
• Such other criteria as iLeadPay may from time to time determine, in its sole discretion.
The content of Your Media shall be subject to iLeadPay’s subjective approval and must comply with all applicable laws and regulations (including all laws respecting intellectual property rights) and, in any event, shall not include the following:
• Pornographic material, including any material appealing to the prurient interests
• Racial, ethnic, political, hate-mongering or otherwise objectionable content;
• Investment, money-making opportunities or advice not permitted under law;
• Gratuitous violence or profanity;
• Material that defames, misrepresents, abuses, or threatens physical harm to others;
• Promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, etc.;
• Software Pirating;
• Hacking or Phreaking;
• Obscenity and any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic;
• infringement or violations of the patents, copyrights, trademarks, rights of publicity, rights of privacy, moral rights, music performance or other music-related rights, or any other right of any third party;
• Any illegal activity whatsoever; and
• Links to any affiliate networks

3.1 Use of Sub-Affiliates.
Any and all Sub-Affiliates used by you must meet the minimum eligibility standards set forth herein and must comply with all terms and conditions of this agreement, iLeadPay’s Privacy Policy and iLeadPay’s Acceptable Use Policy. If Sub-Affiliates fails to comply with any of the provisions of this Agreement, iLeadPay’s Privacy Polilcy and iLeadPay’s Acceptable Use Policy , You and the Sub-Affiliate may be terminated at iLeadPay’s discretion immediately and You waive and release all sums owed to you by iLeadPay. In addition, You irrevocably covenant, promise and agree to indemnify iLeadPay and to hold iLeadPay harmless from any and all actual or threatened claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising from or relating to your Sub-Affiliate's performance or non-performance of its obligations hereunder.

4 . Text Links, Banners and Other Creatives
You must use only creatives approved in writing by iLeadPay for content and style. You will be responsible for placement of the links and creatives . You may not alter banners, buttons, graphics, text links, emails, enewsletters , ezines , etc. (" Creatives "). ALTERING OR ANY OTHER WAY USING UNAUTHORIZED ADVERTISING TECHNIQUES, LIKE USING A BANNER OR TEXT LINK FOR EMAILING PURPOSES, IS STRICTLY PROHIBITED AND WILL RESULT IN TERMINATION FROM THE PROGRAM WITHOUT PAY. We provide a complete array of Creatives to choose from and you must use this array of Creatives . You may add or delete approved Creatives from your site at any time without our approval. New Creatives will be posted in the array from time to time. It is your responsibility to make sure that all changes are adhered to. As such, iLeadPay grants to you a non-exclusive, non-transferable license to reproduce, display, and use in a pro-approved manner, iLeadPay’s trademarks, service marks and logos [collectively “trademarks”] solely for your performance in accordance with this agreement. This license terminates upon the expiration or termination of this agreement. iLeadPay may terminate this license at any time in iLeadPay’s sole discretion. iLeadPay retains full and sole ownership of all Creatives or other information developed by iLeadPay and supplied to you from time to time in performance of your obligations under this agreement. To the extent that you participate in creating or modifying any of the Creatives, you understand and agree that iLeadPay must approve any such changes or modifications, in writing; iLeadPay will own all rights title and interest in and to all components of the creative; and to the extent that any element of the creative or modified creative requires third party permission, no such materials shall be included in the creative without prior notification and prior written approval from iLeadPay. Finally, you will replace or remove any and all Creatives within twenty four (24) hours of iLeadPay’s request and notify iLeadPay of such removal by phone, fax, email.

5 . Spamming and Falsification.
Should iLeadPay in its sole discretion determine that you are guilty of spamming, providing false account information, falsely increasing your number of clicks and/or acting or attempting to act in any false, misleading or illegal manner, iLeadPay shall have the right to immediately terminate this Agreement with cause and hold all monies due you. Such termination or waiver thereof shall in no way constitute a waiver of any other Section of this Agreement.

Requirements for Approved Opt-In Email Lists
Prior to starting each and any type of new email, enewsletter , etc. campaign on any iLeadPay program, you MUST scrub your permission based email list against iLeadPay 's permanent suppression list. Until you have scrubbed such list , you are not to do any type of emailing on any iLeadPay program(s).
SPAMMING (any form of emailing for a commercial purpose that is unsolicited) IS NOT ALLOWED. If you spam, your link to the iLeadPay program(s) will be disabled immediately. In order to prevent this from happening, iLeadPay has instituted an Anti-Spam Policy contained in it's posted acceptable use policy that sets forth the minimum standards iLeadPay  requires its Affiliates to adhere to in light of current laws, rules and regulations governing the transmission of e-mail and the best practices in the industry. In the event any state or federal law, rule or regulation governing e-mail communications is enacted or amended after the effective date of this Anti-Spam Policy, setting forth standards more restrictive than those set forth herein, the more restrictive standards contained in such enacted or amended law, rule or regulation shall apply to all Affiliates with or without notice from iLeadPay of such change in the law. Notwithstanding anything to the contrary set forth in this Acceptable Use Policy, any emails, enews letters, etc., MUST be "permission" or "opt-in" based email addresses and meet the following standards to prevent your account from being disabled for "SPAM".
1) Affiliate shall distribute email solely to recipients whom have actively opted-in to receive the email. In addition, you shall maintain electronic or tangible records evidencing the subscription of such emails to your lists for verification by iLeadPay as required. Verifications include IP address, date/time of subscription, URL of site where recipient opted in as well as the privacy policy contained on such site. The content of each email shall include (a) Affiliate's correct point-of-origin email address, transmission information, routing information, registered domain name and responsive IP address; (b) emails shall not contain or include a false or misleading subject line that attempts to disguise or conceal the content of the email and You may only use the approved subject lines provided and shall not modify such subject lines without the prior written consent of iLeadPay ; (b) clear, prominent and working opt-out or unsubscribe feature which feature must be enabled and working for 30 days or more from the date the email was originally sent; such option if required by applicable state law must appear in the first line of the text; (c) a valid and responsible contact information of the sender, list manager or list owner; this includes Your physical address and toll-free telephone number or valid email address at which recipient may contact Affiliate to file complaints and/or opt-out; (d) clear and conspicuous language in the body of the email identifying the message as an advertisement or solicitation by use of either header or footer information which states that the message is an advertisement or solicitation and (e) the identifier and any disclaimers assigned to the emailing by iLeadPay. Affiliate shall not, without iLeadPay's prior written approval, include any redirect links or frames in an emailing. Without limiting the generality of the foregoing, in no event may Affiliate forge email header information or otherwise engage in false or misleading conduct; 2) Affiliate shall (a) make adequate disclosures as required by law to those on its emailing list(s) regarding their emailing and Privacy and Security Policies; (b) respond to all requests to unsubscribe or opt-out or complaints within one (1) business day after Affiliate becomes aware of such request or the complaint, (c) Affiliate shall maintain electronic or tangible records evidencing the removal of such emails from your lists for verification by iLeadPay as required or requested; (d) iLeadPay also maintains a suppression list and Affiliate must check all lists against iLeadPay suppression list prior to each mailing. Failure to scrub your list against iLeadPay  suppression lists before each mailing is a material breach of this agreement and will result in immediate termination without pay, in addition to all other remedies provided herein; (d) implement any corrective action iLeadPay may require and (e) comply with any legal and/or other requirements iLeadPay may reasonably specify; 3) Affiliate must provide a simple method for subscribers to opt-out of their subscriptions with clear and effective instructions for unsubscribing. As such, emailing from a list must cease promptly once a subscription is terminated; 4) Affiliate must provide a manual opt-out procedure (e.g., an email address to which messages may be sent for further contact via email or telephone) available for those who wish to terminate their subscriptions but are unable or unwilling to follow standard automated procedures; 5) Affiliate must ensure that the impact of their emailing is minimized by proper list management procedures such as deleting of invalid or undeliverable addresses; 6) Affiliate must take adequate steps to ensure that their lists are not used for abusive purposes such as emailing malicious emails or chain letters or not being in compliance with the Children's Online Privacy Protection Act (COPPA); 7) Affiliate must not email to an unsubscribe list. As such, Affiliate should maintain a "suppression list" of email addresses from which all subscription requests are rejected to prevent subscription of addresses appearing on the suppression list by unauthorized third parties; and, 8) Affiliate shall examine the terms and conditions under which the email addresses on all Third Party Lists were originally compiled to ensure that all recipients have in fact opted-in to the type of mailing list Affiliate intends to operate. Affiliate shall ensure that all Third Party Lists used by or on behalf of Affiliate were collected by the third party source in accordance with the same standards listed and be prepared to provide evidence of the same.

REQUIRENTS FOR MOBILE SERVICE COMMERCIAL MESSAGES
The FCC has released a list of wireless domain names that are used to transmit electronic mail to wireless devices. This list was released in March 2005 to be used in conjunction with the FCC's "Restrictions on mobile service commercial messages" (found at 47 C.F.R. § 64.3100, et Seq.). The requirements for compliance with these rules are far more rigorous than those that apply to non-mobile e-mail addresses. The effect of these rules is to create a "double opt-in" requirement for each sender of mail (advertiser and publisher). Because these requirements differ from the industry standard and from the law as it relates to non-mobile commercial e-mail and would require keeping and policing separate lists, we have decided not to market to these addresses. In our judgment, the practical consequence of these requirements on senders of commercial e-mail is that, in the near future, conducting compliant campaigns will necessitate the suppression of the domains listed in the FCC's list.
In order to comply with the latest regulations, all Affiliate's are required to suppress the domains listed in the FCC's list of wireless domains. Additionally, since domain suppression will now be required as a practical matter by law, any campaigns that have domain suppression lists will have those lists included with the regular e-mail suppression lists. All Affiliates will be required to suppress the domain lists associated with each campaign in the same manner that they already suppress the e-mail addresses. Therefore, you warrants that you have downloaded and removed the domains located on the FCC's wireless domain names list (http://www.fcc.gov/cgb/policy/DomainNameDownload.html) from all current data used in all mailings. You further warrants that any new data that it acquires, regardless of its source, will be run against the FCC's wireless domain names list and that domain names contained therein will be removed before sending any mailings.

6. Prohibited Uses.
You agree that You shall not: (1) Transmit or communicate any data that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (2) Harm minors in any way; (3) Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; (4) Forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted to other users; (5) Transmit, access or communicate any content that You do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements); (6) Transmit, access or communicate any data that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; (7) Transmit or communicate any data that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (8) Obtain or accumulate personal information about individual users or collect or store personal data about other users; (9) Modify, delete or damage any information contained on the personal computer of any user; (10) "Stalk" or otherwise harass a computer user; (11) Intentionally or unintentionally violate any applicable local, state, federal or international law and any regulations requirements, procedures or policies in force from time to time; (12) Take control of a user's computer by delivering advertisements that a user of a computer cannot close without turning off the computer or closing all sessions of the Internet browser for the computer; (13) Install or execute on another's computer one or more additional software program(s) without consent of the user. You must provide sufficient notice and information to the user about the software program and an option to the user to opt-in. As an example, You should use the following language or substantially similar language, “this program will collect information about Web pages you access and will use that information to display advertising on your computer. Do you accept?” to provide information and option to opt-in to users. In addition, You must clearly provide instructions to disable the software, such that the software is easily identifiable and the removal can be performed without undue effort or knowledge by the user of the computer; (14) Each advertisement directed or displayed using information from a software program installed on a user's computer in accordance with the above provision must be accompanied by the name of the information collection program, a logogram or trademark used for exclusive purpose of identifying the program, or a statement or other information sufficient to clearly identify the program; (15) Remove any trademarks, logos or other identifying information from the advertisements or banners as provided by iLeadPay; (16) Use the Program in any manner that in iLeadPay's judgment, adversely affects the performance or function of the Program or interferes with the ability of authorized parties to access the Program; (17) Use any deceptive, deceiving or misleading practices to induce users to sign up for an offer that is offered under the Program; (18) Spam or send unsolicited email mentioning or promoting the Affiliate programs. In addition to any other liability, You shall be liable for damages of ten dollars ($10.00) per unsolicited email and other damages as adjudged by a by a court of law for violation of this provision; (19) Distribute Spyware or other similar harmful software; OR (20) Undertake any acts not expressly permitted under this agreement. Should iLeadPay determine in its sole discretion that you are in violation of this Section, iLeadPay shall have the right to immediately terminate this Agreement with cause and hold all monies due you. Such termination or waiver thereof shall in no way constitute a waiver of any other Section of this Agreement.

7 . Site Type and Content.
iLeadPay in its sole discretion reserves the right not to accept any sites that have any controversial or unacceptable content including, but not limited to, adult sites that promote pornography or sexual material of a lewd, lecherous or obscene nature or intent. Should iLeadPay determine in its sole discretion that you are in violation of this Section, iLeadPay  shall have the right to immediately terminate this Agreement with cause and hold all monies due you. Such termination or waiver thereof shall in no way constitute a waiver of any other Section of this Agreement.

8 . Site Responsibility.
You will be solely responsible for developing, operating and maintaining your site as well as for all materials that appear on your site. Further, you agree to indemnify and hold us harmless from all claims, damages and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site. In addition, you agree that you have no rights, title or interest in or to the Creatives whether created and/or modified by you or us. You also agree not to apply for registration of any of the Creatives (or any Creatives similar there to) anywhere around the world. As part of your site responsibility, you agree that you will not engage, participate or become involved in any action that could be construed as tarnishing and/or damaging to the reputation of any iLeadPay Creatives . Further, you agree that your web site information, including, but not limited to name, URL, traffic counts, etc., may be used by iLeadPay and grant iLeadPay a non-exclusive license for such use.

9 . Publicity.
You shall not in any way publish or distribute any written material that refers to us without first submitting such material to us for written approval, which we agree shall not be unreasonably withheld. Further, you agree to give us a non-exclusive license to use your names, URLs, titles, logos, etc. to advertise, market, promote and publicize in any manner our rights hereunder; provided, however, that we shall not be required to do so.

10 . Customers.
A surfer who clicks on our Creatives and submits information through any of the iLeadPay  programs shall be deemed to be customers of iLeadPay. As such, all iLeadPay rules, policies and procedures concerning these customers shall apply including any and all changes to our rules, policies and procedures at any time.

11 . Idle Accounts.
Should your account remain idle for 3 consecutive Pay Periods, iLeadPay may close your account after first sending notice to your last known email address.

12 . Term of Agreement.
This Agreement will begin upon your joining and being approved for our Program and receiving an account number and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party fifteen (15) days written notice of termination. Upon termination of this Agreement by either party, you shall immediately cease your use of all Creatives and halt offering access to iLeadPay  programs. Except for breach of the terms, upon termination all monies due and owing to you will be paid during the next billing cycle.

13. Commission Payment.
The commission payment that is generated to You varies per registered subscriber to the programs offered. This commission payment is based soley on pixels which iLeadPay has fired irrespective of the program offered. Payment is made on thirty (30) days net. iLeadPay  does not guarantee payment to You if the Advertiser does not pay PMP and may, in its discretion withhold payment to You until iLeadPay receive payment from a delinquent advertiser. Commission payment totals must exceed $ 100.00, otherwise this payment will not be made until the $100.00 minimum is reached. International Affiliates (outside of the United States ) agree to a minimum $150.00 to be reached.

14. Compliance with Privacy Policy and Acceptable Use Policy.
The Acceptable Use Policy ("AUP") of iLeadPay is posted at www.iLeadPay .com This policy is intended to describe the proper conduct and prohibited uses of iLeadPay's Internet services (the "Services"). By registering for and using the Services, and thereby accepting the terms and conditions of that Agreement, you agree to abide by the AUP. The AUP is not exhaustive and iLeadPay  reserves the right to modify the AUP at any time, effective upon posting of the modified AUP to www.iLeadPay .com. The Privacy Policy of iLeadPay is posted a www.iLeadPay .com and explains the data collection and use practices of iLeadPay  and all related websites owned or registered to iLeadPay. It does not apply to any third party websites, applications, products or services for which iLeadPay is not responsible. By using the Services, you are thereby accepting the terms and conditions of that policy and consenting to the information collection and use practices described in this policy. The Privacy Policy and AUP changes from time to time and changes are effective upon posting. It is your sole responsibility to periodically review this policy for updates and you are solely responsible to be aware of any changes to this and all posted policies on this website. iLeadPay does not provide notices of any changes in any manner other than by posting the changes at the website.

15. SUPPRESSION LISTS
You must download the most recent suppression list for any particular campaign prior to mailing any campaign available in the iLeadPay program and suppress all email addresses within Your database that are found on such list. At a minimum lists must be scrubbed every two business days. In addition, for any campaigns that include a domain suppression list from the FCC located at http://www.fcc.gov/cgb/policy/DomainNameDownload.html you agree that prior to mailing such campaign you will down load the most recent domain suppression list and suppress all domains within its database found on such list. Failure to comply with this provision will result in termination without further payment to you. You agree to indemnify and hold harmless iLeadPay from any and all damages resulting from emailing to an address listed on iLeadPay 's suppression list including, but not limited to, attorney fees and costs associated therewith.

16 . Modifications.
iLeadPay reserves the right to modify any and all of the terms and conditions of this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, but not be limited to, changes in the scope of referral fees, e-mail collectors, fee schedules, payment procedures and/or Program rules. Your continued participation following three (3) days from the posting of a notice of any changes in these terms and conditions, will constitute a binding acceptance by you of such changes and/or modifications.

17. Relationship of Parties.
It is understood and agreed that we are independent contractors pursuant hereto, and nothing contained herein shall be construed or deemed to make us partners or joint venturers, nor shall either of us or any of our agents or employees be construed or deemed to be an employee of the other. You have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section 10.

18. Limitation of Liability.
We shall not be held liable for indirect, special or consequential damages including, but not limited to, any loss of revenue, profits or data arising from operation or performance of this Agreement or the Program, regardless of whether we were informed or had direct or imputed knowledge of the possibility of such damages or loss in advance. Further, our aggregate liability (including attorney's fees) arising with the operation or performance of this Agreement or the Program shall not exceed the total monies due and/or payable to you under to this Agreement for the six month period preceding such claim or breach.

19. Disclaimers, Representations and Warranties.
You represent and warrant to us that the information you supplied to us when enrolling is true and correct and that you are duly organized, validly existing and in good standing and are duly qualified and licensed to do business and to carry out your obligations under this Agreement and execution, performance and delivery of this Agreement does not violate any existing agreement to which you are a party or by which you are bound. Further, we make no express or implied warranties or representations with respect to the Program or any of the services provided through the Program including, but not limited to, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage. In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

20 . Indemnification.
You shall indemnify and hold us and our directors, officers, employees, shareholders, agents, sub-contractors, representatives and affiliated companies (referred to as "Covered Party") harmless from and against any and all claims, actions, suits, damages, injuries, losses, deficiencies, liabilities, obligations, commitments, causes of action, costs or expenses of any kind or nature (including reasonable legal fees and other expenses incurred in investigating and defending against the same, and interest) incurred by such Covered Party resulting from any breach of the representations, warranties, covenants, agreements and obligations of you hereunder and any gross negligence or willful misconduct of you or your partners, officers, employees, agents, subsidiaries, parents and affiliates in connection with the provision of services pursuant hereto. Furthermore, you shall notify us of any legal claim, demand, right or cause of action asserted, instituted or threatened against us that arises from or in connection with this Agreement, whether or not you are obligated to indemnify us for such claim hereunder. Finally, you shall indemnify and hold Covered Party harmless from and against any and all claims, actions, suits, damages, for your failure to download our suppression file and/or emailing to an address on our suppression list. The terms of this provision shall survive the termination of this Agreement.

21 . Review and Acceptance.
You acknowledge that you have read this Agreement and agree to all of its terms and conditions. You also understand and agree that we may operate multiple web sites that may or may not be similar to or compete with this Program and that we may solicit customer referrals that may be different than the terms and conditions contained in this Agreement. Further, you agree that you are relying solely on this Agreement in making your decision to enroll and that you are not relying on any representation, guarantee or statement or than as stated in this Agreement.

22 . Arbitration and Choice of Law.
Any controversies, disputes, actions, causes of action, or other claims arising out of or in connection with the provisions of this Agreement which cannot be settled by mutual agreement shall be finally settled by arbitration in Tempe , Arizona in accordance with the rules of the American Arbitration Association. The arbitrator may enter a default decision against any party who fails to participate in the arbitration proceedings and the decision of the arbitrator shall be final, unappealable and binding and judgment on the award may be entered in any court having jurisdiction thereof. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without giving effect to the principles of conflicts of laws thereof.

23 . Assignment.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, permitted assigns and legal representatives, including the purchaser of the stock or assets of either party hereto. Nothing in this Agreement is intended to confer any rights or remedies on any person or entity, which is not a party to this Agreement. Neither this Agreement nor any obligation hereunder may be assigned, transferred, or delegated, voluntarily or by operation of law, by either party hereto without the prior written consent of the other party hereto; provided, that no such consent shall be necessary for such an assignment, transfer or delegation by us to any of our wholly-owned subsidiaries.

24. Entire Agreement.
Unless otherwise agreed to in writing by the parties hereto, this Agreement constitutes the entire agreement between us as to the subject matter hereof and supersedes all prior or contemporaneous written or oral agreements or representations between the parties. The invalidity, illegality or un-enforceability of any provision of this Agreement shall not affect the validity, legality or enforceability of any other provisions of this Agreement, all of which shall remain in full force and effect. No failure or delay by us to exercise and no course of dealing with respect to any of our rights regarding your obligations of this Agreement shall operate as a waiver thereof. Any single or partial exercise by us of any of our rights shall not preclude us from any other or further exercise of any such right or the exercise of any other right. Any single or partial waiver by us of any of your obligations under this Agreement shall constitute a waiver of such obligation only as specified in such waiver and shall not constitute a waiver of any other of your obligations.
These terms and conditions shall be deemed incorporated by reference into any insertion order (the "Insertion Order") submitted by iLeadPay . or its agency set forth in the Insertion Order (collectively, " iLeadPay ") and shall govern the Insertion Order, superseding all terms therein except for those relating to advertisement scheduling and pricing. All Insertion Orders are subject to acceptance in writing by iLeadPay.

25. Captions.
Each caption of this Agreement shall be used as a heading only and shall in no way be construed to limit the meaning and/or interpretation of each Section of this Agreement as regards to its function, use and understanding.

26 . Confidentiality.
The information and services provided through our Creatives and site by iLeadPay are proprietary in nature and, by enrolling, you acknowledge that you are not a competitor of iLeadPay and agree not to share this information with any competitors. You further Agree that all terms and conditions of this Agreement including identification of all parties is confidential.

27 . Non-Circumvention.
As a Affiliate in our Program, you hereby agree that neither you nor your respective shareholders, directors, officers, employees, affiliates, agents, representatives, successor and assigns, without limitation, will circumvent or attempt to circumvent iLeadPay with respect to entering into any business transaction or communicating or marketing or making any contact with any Affiliate or any third party advertiser who provides products or services for any of the Programs offered or marketed by iLeadPay during the period you are a Affiliate and for a period of at least two (2) years from the time you terminate your affiliation with iLeadPay without prior written consent from iLeadPay.

28. Proprietary Rights.
All rights, title and interest in and to any and all customers shall be owned exclusively by iLeadPay, but not limited to, names, addresses, URLs, financial profiles and any and all other information submitted to iLeadPay. The terms of this provision shall survive the termination of this Agreement.